2024 - 2024000126927 10/15/2024 03:27 PM Page 1 of 65 STATE OF TEXAS COUNTY OF DALLAS cos cos cas BEFORE ME, the undersigned authority, on this day personally appeared Jim Tchoukaleff, as the Secretary of CHELSEA COMMONS COMMUNITY ASSOCIATION, INC., Texas nonprofit corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, on behalf of said company, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, on this 15 day of August, 2024.
[Seal ERIC SPENCER DAHLBERG My Notary ID #124183917 Expires April 15, 2026 Notary Public, State of Texas CHELSEA COMMONS COMMUNITY MANUAL CHELSEA COMMONS COMMUNITY ASSOCIATION, INC., a Texas nonprofit corporation (the "Association"), as the Association established and described under that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions for Chelsea Commons, Allen, Collin County, Texas recorded under Document No. 2024000099552 in the Official Public Records of Collin County, Texas, certifies that the foregoing Community Manual was adopted by and for the benefit of the Association, as part of the initial project documentation for Chelsea Commons, a subdivision in Allen, Collin County, Texas. This Community Manual becomes effective when recorded in the Official Public Records of Collin County, Texas.
IN WITNESS WHEREOF, the undersigned has executed this Community Manual on the August 2024.
Unofficial Cross-reference to Amended and Restated Declaration of Covenants, Conditions, and Restrictions for Chelsea Commons, Allen, Collin County, Texas, recorded under Document No. 2024000099552 in the Official Public Records
o Amended and Restated Declaration of Covenants, Conditions, and Restrictions for Chelsea Commons, Allen, Collin County, Texas, recorded under Document No. 2024000099552 in the Official Public Records of Collin County, Texas, as the same may be amended and/or supplemented from time to time.
CHELSEA COMMONS COMMUNITY ASSOCIATION, INC., A Texas nonprofit corporation By: CHELSEA COMMONS COMMUNITY MANUAL 2024 - 2024000126927 10/15/2024 03:27 PM Page 2 of 65 COMMUNITY MANUAL for CHELSEA COMMONS A Residential Community in Allen, Collin County, Texas CONTOUR LAND PARTNERS 14, LTD., a Texas limited partnership, is the developer of Chelsea Commons, a residential subdivision in Allen, Texas (the "Community") The guiding principles for the Community have been set forth in the governing documents for Chelsea Commons (the "Documents”), which include such instruments as the Amended and Restated Declaration of Covenants, Conditions and Restrictions (the "Declaration"), the Design Guidelines, if any, and this Community Manual (collectively referred to as the "Development Documents"), all of which are recorded in the property records by the developer generally prior to the time that you purchased your property. The Development Documents contain covenants, conditions and restrictions which not only encumber your property, but also have a legal and binding effect on all Owners and Residents of property in the Community, now or in the future.
Under the Development Documents, the developer is the "Declarant who has reserved certain rights to facilitate the development, construction and marketing of the Community, including its size, shape and composition, while the Community is being built out (the "Development Period").
certain rights to facilitate the development, construction and marketing of the Community, including its size, shape and composition, while the Community is being built out (the "Development Period").
Furthermore, the Development Documents identify and set forth the obligations of Chelsea Commons Community Association, Inc., the non-profit corporation created by the Declarant to exercise the authority and assume the powers described in the Declaration (the "Association").
Integral to the functioning of the Community the Association's roles include owning, operating and maintaining various Common Areas (as defined in the Declaration), Special Common Areas (as defined in the Declaration) and Community amenities, as well as administering and enforcing all of the Development Documents.
Other specific Documents include such instruments as the Certificate of Formation and Bylaws which set forth the corporate governance structure of the Association as well as the various rules, which include rules, regulations, policies and procedures outlining the operation of the Association and required standards for use of property, activities and conduct (the "Association Documents").
It is the Association Documents which are included within this Community Manual, as further set forth herein.
Ung Capitalized terms used but not defined in this Community Manual shall have the meaning subscribed to such terms in the Declaration.
This Community Manual becomes effective when recorded.
CHELSEA COMMONS COMMUNITY MANUAL - Page 2 2024 - 2024000126927 10/15/2024 03:27 PM Page 3 of 65 CHELSEA COMMONS COMMUNITY MANUAL TABLE OF CONTENTS 1. CERTIFICATE OF FORMATION 2.
BYLAWS 3.
4.
5.
6.
FINE AND ENFORCEMENT POLICY ASSESSMENT COLLECTION POLICY RECORDS INSPECTION, COPYING AND RETENTION POLICY
A COMMONS COMMUNITY MANUAL TABLE OF CONTENTS 1. CERTIFICATE OF FORMATION 2.
BYLAWS 3.
4.
5.
6.
FINE AND ENFORCEMENT POLICY ASSESSMENT COLLECTION POLICY RECORDS INSPECTION, COPYING AND RETENTION POLICY STATUTORY NOTICE OF POSTING AND RECORDATION OF ASSOCIATION GOVERNANCE DOCUMENTS EMAIL REGISTRATION POLICY ATTACHMENT 1 ATTACHMENT 2 ATTACHMENT 3 ATTACHMENT 6 Unofficial SOLICITATION OF BIDS POLICY GENERATOR POLICY 7.
8.
9.
10.
SECURITY MEASURES GUIDELINES 11.
RELIGIOUS ITEMS GUIDELINES ATTACHMENT 7 ATTACHMENT 8 ATTACHMENT 9 ATTACHMENT 10 ATTACHMENT 11 CHELSEA COMMONS COMMUNITY MANUAL - Page 3 2024 - 2024000126927 10/15/2024 03:27 PM Page 4 of 65 ATTACHMENT 1 CERTIFICATE OF FORMATION (attached) Unofficial CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 1: CERTIFICATE OF FORMATION - Cover Page 2024 - 2024000126927 10/15/2024 03:27 PM Page 5 of 65 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 STATE OF TEXAS Office of the Secretary of State Jane Nelson Secretary of State CERTIFICATE OF FILING OF Chelsea Commons Community Association, Inc.
File Number: 805249128 The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Nonprofit Corporation has been received in this office and has been found to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law nofficial
a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law nofficial Dated: 09/11/2023 Effective: 09/11/2023 THE STATE Jane Helson Jane Nelson Secretary of State Phone: (512) 463-5555 Prepared by: Austin Swinburn Come visit us on the internet at https://www.sos.texas.gov/ Fax: (512) 463-5709 TID: 10306 Dial: 7-1-1 for Relay Services Document: 1283718210003 2024 - 2024000126927 10/15/2024 03:27 PM Page 6 of 65 CERTIFICATE OF FORMATION OF CHELSEA COMMONS COMMUNITY ASSOCIATION, INC.
The undersigned natural person, being of the age of eighteen (18) years or more, a citizen of the State of Texas, acting as incorporator of a nonprofit corporation under the Texas Business Organizations Code, does hereby adopt the following Certificate of Formation for such corporation: ARTICLE I NAME The name of the corporation is: Chelsea Commons Community Association Inc.
(hereinafter called the "Association").
ARTICLE II ર cial NONPROFIT CORPORATION The Association is a nonprofit corporation.
ARTICLE IL INITIAL MAILING ADDRESS The initial mailing address of the Association for the purpose of receiving state franchise tax correspondence is c/o Contour Real Estate & Development, LLC, Attn.: Jim Tchoukaleff, * 4851 LBJ Freeway, Suite 205, Dallas, Texas 75244 ARTICLE N DURATION The Association shall exist perpetually, ARTICLE V PURPOSE AND POWERS OF THE ASSOCIATION The Association is organized in accordance with, and shall operate for nonprofit purposes pursuant to, the Texas Business Organizations Code, and does not contemplate
OSE AND POWERS OF THE ASSOCIATION The Association is organized in accordance with, and shall operate for nonprofit purposes pursuant to, the Texas Business Organizations Code, and does not contemplate pecuniary gain or profit to its members. In furtherance of its purposes, the Association shall have the following powers which, unless indicated otherwise by this Certificate of Formation, are set forth in that certain Chelsea Commons Declaration of Covenants, Conditions and Restrictions, recorded or to be recorded in the Official Public Records of Collin County, Texas, as the same may be amended from time to time (the "Declaration"), the Bylaws, or Applicable Law, may be exercised by the Board of Directors: (a) all rights and powers conferred upon nonprofit corporations by Applicable Law; Certificate of Formation-Page 1 (Chelsea Commons) 02713.059 SWEATED 2024 - 2024000126927 10/15/2024 03:27 PM Page 7 of 65 (b) all rights and powers conferred upon property associations by Applicable Law, in effect from time to time, provided, however, that the Association shall not have the power to institute, defend, intervene in, settle or compromise proceedings: (i) in the name of any Member or Owner (whether one or more); or (ii) pertaining to a Claim, as defined in Section 16.1 of the Declaration, relating to the design or construction of Improvements on a Lot, including any Area of Common Responsibility located on a Lot; and (c) all powers necessary, appropriate, or advisable to perform any purpose or duty of the Association as set out in this Certificate of Formation, the Bylaws, the Declaration, or Applicable Law.
Notwithstanding any provision in Article XV to the contrary, any proposed amendment
duty of the Association as set out in this Certificate of Formation, the Bylaws, the Declaration, or Applicable Law.
Notwithstanding any provision in Article XV to the contrary, any proposed amendment to the provisions of this Article V shall be adopted only upon an affirmative vote of Members holding one hundred percent (100%) of the total number of votes of the Association and the Declarant. Terms used but not defined in this Certificate of Formation shall have the meanings ascribed to such terms in the Declaration.
ARTICLE VI REGISTERED OFFICE; REGISTERED AGENT offici The street address of the initial registered office of the Association is 4851 LBJ Freeway, Suite 205, Dallas, Texas 75244. The name of the initial registered agent at such address is Jim Tchoukaleff.
ARTICLE WII MEMBERSHIP Membership in the Association shall be dependent upon ownership of a qualifying property interest as defined and set forth in the Declaration. Any person or entity acquiring such a qualifying property interest shall automatically become a member of the Association, and such membership shall be appurtenant to, and shall run with, the property interest. The foregoing shall not be deemed or construed to include persons or entities holding an interest merely as security for performance of an obligation. Membership may not be severed from or in any way transferred, pledged, mortgaged, or alienated except together with the title to the qualifying property interest, and then only to the transferee of title to said property interest.
Any attempt to make a prohibited severance, transfer, pledge, mortgage, or alienation shall be void.
ARTICLE VIII VOTING RIGHTS Voting rights of the members of the Association shall be determined as set forth in the Declaration.
Certificate of Formation-Page 2
, mortgage, or alienation shall be void.
ARTICLE VIII VOTING RIGHTS Voting rights of the members of the Association shall be determined as set forth in the Declaration.
Certificate of Formation-Page 2 (Chelsea Commons) 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 8 of 65 ARTICLE IX INCORPORATOR The name and street address of the incorporator is: " ADDRESS NAME Robert M. Allen 2711 N. Haskell Avenue, Suite 2400 Dallas, Texas 75204 ARTICLE X BOARD OF DIRECTORS The affairs of the Association shall be managed by an initial Board of Directors consisting of three (3) individuals, who need not be members of the Association The Board shall fulfill all of the functions of, and possess all powers granted to, Boards of Directors of.
nonprofit corporations pursuant to the Texas Business Organizations Code. The number of Directors of the Association may be changed by amendment of the Bylaws of the Association.
The names and addresses of the persons who are to act in the capacity of initial Directors until the selection of their successors are: NAME Jim Tchoukaleff ADDRESS 4851 LBI Freeway, Suite 205 Dallas, Texas 75244 485 LBJ Freeway, Suite 205 Dallas, Texas 75244 814 Spring Canyon Dr.
Irving, Texas 75063.
Jack Murray Unoffici Monica Troester All of the powers and prerogatives of the Association shall be exercised by the initial Board of Directors named above until their successors are elected or appointed in accordance with the Declaration.
ARTICLE XI LIMITATION OF DIRECTOR LIABILITY A member of the Board of Directors of the Association shall not be personally liable to the Association for monetary damages for any act or omission in his capacity as a Board member, except to the extent otherwise expressly provided by Applicable Law. Any repeal or
personally liable to the Association for monetary damages for any act or omission in his capacity as a Board member, except to the extent otherwise expressly provided by Applicable Law. Any repeal or modification of this Article XI shall be prospective only, and shall not adversely affect any Certificate of Formation-Page 3 (Chelsea Commons) 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 9 of 65 limitation of the personal liability of a member of the Board of Directors existing at the time of the repeal or modification.
ነ ARTICLE XII INDEMNIFICATION Each person who acts as a member of the Board of Directors, officer or committee member of the Association shall be indemnified by the Association against any costs, expenses and liabilities which may be imposed upon or reasonably incurred by him or her in connection with any civil or criminal action, suit or proceeding in which he or she may be named as a party defendant or in which he or she may be a witness by reason of his or her being or having been a member of the Board of Directors, officer, or committee member of the Association, or by reason of any action alleged to have been taken or omitted by him or her in either such capacity. Such indemnification shall be provided in the manner and under the terms, conditions and limitations set forth in Section 5.7 of the Declaration.
ARTICLE XIII DISSOLUTION Cia The Association may be dissolved with the written and signed assent of not less than ninety percent (90%) of the total number of votes of the Association, as determined under the Declaration, and, to the extent required in the Declaration, approval of the City of Allen, Texas.
Upon dissolution of the Association, other than incident to a merger or consolidation, the assets
the Declaration, and, to the extent required in the Declaration, approval of the City of Allen, Texas.
Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed, and assigned to any nonprofit corporation, association, trust, or other organization to be devoted to such similar purposes.
ARTICLE XIV ACTION WITHOUT MEETING Any action required or permitted by Applicable Law to be taken at a meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if written consent specifically authorizing the proposed action is signed by the Members holding at least the minimum number of votes necessary to authorize such action at a meeting if all the Members entitled to vote thereon were present. If the action is proposed by the Association, the Board of Directors shall provide each Member written notice at least ten (10) days in advance of the date the Board proposes to initiate securing consent as contemplated by this Article XIV.
Consents obtained pursuant to this Article XIV shall be dated and signed within sixty (60) days after receipt of the earliest dated consent and delivered to the Association at its principal place of business in Texas. Such consents shall be filed with the minutes of the Association and shall have the same force and effect as a vote of the Members at a meeting. Within ten (10) days after receiving authorization for any action by written consent, the Secretary shall give written notice
hall have the same force and effect as a vote of the Members at a meeting. Within ten (10) days after receiving authorization for any action by written consent, the Secretary shall give written notice to all Members entitled to vote who did not give their written consent, fairly summarizing the material features of the authorized action.
Certificate of Formation-Page 4 (Chelsea Commons) 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 10 of 65 ARTICLE XV AMENDMENT Except as otherwise provided by the terms and provisions of Article V of this Certificate of Formation, this Certificate of Formation may be amended by the Declarant during the Development Period or by a Majority of the Board of Directors; provided, however, that any amendment to this Certificate of Formation by a Majority of the Board of Directors must be approved in advance and in writing by the Declarant during the Development Period.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this 1st day of September, 2023.
Unoffici Certificate of Formation-Page 5 (Chelsea Commons) 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 11 of 65 ATTACHMENT 2 BYLAWS OF CHELSEA COMMONS COMMUNITY ASSOCIATION, INC.
(attached) Unofficia CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 2: BYLAWS - Page 1 2024 - 2024000126927 10/15/2024 03:27 PM Page 12 of 65 BYLAWS OF CHELSEA COMMONS COMMUNITY ASSOCIATION, INC.
A TEXAS NON-PROFIT CORPORATION ARTICLE I NAME AND LOCATION The name of the non-profit corporation is CHELSEA COMMONS COMMUNITY ASSOCIATION, INC. (the "Association"). The Association is a non-profit corporation organized under the Texas Business Organizations Code. The principal office of the Association shall be located at 4851 LBJ Freeway, Suite 205, Dallas, Texas 75244, but meetings of members
corporation organized under the Texas Business Organizations Code. The principal office of the Association shall be located at 4851 LBJ Freeway, Suite 205, Dallas, Texas 75244, but meetings of members and directors may be held at such places within the State of Texas as may be designated by the Board of Directors. The Association shall have and continuously maintain in the State of Texas a registered office and a registered agent as required by the Texas Business Organizations Code.
The registered office may be, but need not be, the same as the principal office of the Association.
The registered office or the registered agent, or both, may be changed from time to time by the Board of Directors of the Association.
Unofficial PURPOSE AND PARTIES Section 2.01. Purpose. The purpose for which the Association is formed is to provide for the maintenance, management preservation, care and control of certain common areas and related improvements provided in Chelsea Commons, a subdivision situated in the City of Allen, County of Collin, State of Texas (herein, the "Property"), which Property is described as the Property in that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions (as same may be hereafter amended, the “Declaration”) dated as of August 14, 2024, and recorded at Clerk File No. 2024000099552 in the Real Property Records of Collin County, Texas. The capitalized terms used herein shall have the same meaning as set forth in the Declaration if not otherwise defined herein.
Section 2.02. Rarties. All present or future Owners of any Lot, or portion thereof, are subject to the provisions and the regulations set forth in these Bylaws.
ARTICLE III MEMBERSHIP AND VOTING RIGHTS
ection 2.02. Rarties. All present or future Owners of any Lot, or portion thereof, are subject to the provisions and the regulations set forth in these Bylaws.
ARTICLE III MEMBERSHIP AND VOTING RIGHTS Section 3.01. Membership. Each and every Owner of fee simple title to a Lot shall automatically be a Member of the Association without the necessity of any further action on his part, subject to the terms of the Declaration, the Certificate of Formation, these Bylaws, and the rules and regulations from time to time promulgated by the Association. Membership shall be appurtenant to and may not be separated from the fee simple interest of such Owner in and to any Bylaws - Page 1 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 13 of 65 Lot. Ownership of any Lot shall be the sole qualification for being a Member; provided, however, a Member's voting rights, as herein described, or privileges in the use of the Common Areas described in the Declaration, or both, may be limited, regulated or suspended as provided in the Declaration, these Bylaws, and/or the rules and regulations promulgated thereunder.
Persons or entities shall be subject to the Declaration by reason of ownership of land dedicated and accepted by the local public authority and devoted to public use or designated as Common Area and owned by the Association, and such land shall be owned subject to all of the terms and provisions of the Declaration except that: (i) ownership of land devoted to purposes described in this sentence shall not create any votes in the Members owning such land; and (ii) such nonvoting Members shall not be required to pay any assessments other than special individual assessments as described and authorized in the Declaration. No person or entity shall be a
and (ii) such nonvoting Members shall not be required to pay any assessments other than special individual assessments as described and authorized in the Declaration. No person or entity shall be a Member by reason of ownership of any easement, right-of-way, or mineral interest. In addition any person or entity that holds an interest in and to all or any part of the Property merely as security for the performance of an obligation shall not be a Member Owners that are corporations, partnerships and other entities shall notify the Association of the natural person who shall represent the Owner and exercise its vote.
Section 3.02. Transfer. Membership may not be severed from the Property nor may it be in any way transferred, pledged, mortgaged or alienated except upon the sale or assignment of the Owner's interest in any Lot and then only to the purchaser or assignee as the new Owner thereof. Membership shall not be severed by the encumbrance by an Owner of all or any part of a Lot. Any attempt to make a prohibited severance, transfer, pledge, mortgage or alienation shall be void and of no force or effect, and will be so reflected upon the books and records of the Association. Any transfer of the fee title to a Lot shall automatically operate to transfer membership to the new Owner of such Let. In the event an Owner should fail or refuse to transfer the membership registered in such Owner's name to the transferee, the Association shall have the right to record the transfer upon its books and records.
Unofficia The Owner of each Lot will have one (1) vote for each Lot owned.
In addition to the votes to which Declarant is entitled by reason of Section 3.03(a)(i), for every one (1) vote outstanding in favor of any other person or entity,
ave one (1) vote for each Lot owned.
In addition to the votes to which Declarant is entitled by reason of Section 3.03(a)(i), for every one (1) vote outstanding in favor of any other person or entity, Declarant will have four (4) additional votes until the expiration or termination of the Development Period.
(b) Multiple Owners of Lot(s). If more than one person holds an ownership interest in any Lot, all such persons shall be Members and shall jointly share the Vote(s) related to such Lot as set forth in Section 3.04 below.
(c) No Increased Vote Through Subdivision and Transfer. The number of Votes for any Owner shall not be increased through subdivision of land and transfer of Bylaws - Page 2 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 14 of 65 land to affiliated entities.
(d) Directors Elected by Owners. Representatives and/or Delegates elected by the Owners to the Board must be Owners (or representatives of Owners) in whole or in part of property subject to the Declaration and these Bylaws, and must be current in dues and assessments at the time of the election.
Section 3.04. Multiple Owner Votes. Where there are multiple Owners of a Lot it is not intended by any provision of the Declaration or these Bylaws that each of said Owners shall be entitled to cast the Votes allocated to such Lot nor may fractional Votes be cast. For example, where three persons own a Lot, they shall jointly be entitled to vote the entire aggregate Votes allocated to such Lot. When more than one person or entity owns the interest or interests in and to any Lot, as required for membership in the Association, the aggregate Votes allocated to any such Lot shall be exercised by majority in interest (and not in number) of such persons, but in no
n and to any Lot, as required for membership in the Association, the aggregate Votes allocated to any such Lot shall be exercised by majority in interest (and not in number) of such persons, but in no event shall more than the aggregate Votes allocated to such Lot be cast with respect to any such Lot. The owners of such Lot shall designate one person to cast the entire aggregate Votes allocated to that Lot or execute a written consent, as applicable. The Owners of such Lot will notify the Association, in writing, of the person so designated. Such notice will not be valid unless signed by the majority in interest of the Owners of such hot. The Association shall not be required to recognize the Vote or written assent of any such multiple Owners except the Vote or written assent of the Owner designated in writing executed by the majority in interest of such multiple Owners and delivered to the Association.
nofficial Section 3.05. Suspension of Voting Rights. The voting rights of any Member may be suspended by the Board for any period during which any assessment levied by the Association remains past due, unless the Member is in good faith contesting the validity or amount of the Assessment. The voting rights of any Member may also be suspended by the Board for a period not to exceed sixty (60) days for an infraction of the rules and regulations set forth in the Declaration.
Section 3.06. Quorum, Notice and Voting Requirements for Association Standard Meetings of Members Association Standard Meeting. An Association Standard Meeting shall be called not less frequently than annually for the election of the Board Members, and whenever any action is required by this Declaration to be taken by Vote or assent in
ation Standard Meeting shall be called not less frequently than annually for the election of the Board Members, and whenever any action is required by this Declaration to be taken by Vote or assent in writing of the Owners. The Board shall give written notice of the time and place of the meeting to all Members at least two (2) weeks prior to such meeting, and such notice shall include the agenda of the meeting. Such notice may be given electronically if permitted by applicable law and approved by no less than a majority of the Owners. The Declarant may also call an Association Standard Meeting subject to the notice requirements as provided herein.
(b) Quorum. Voting at an Association meeting requires the presence of Owners representing at least 50% of the total Votes. If otherwise permitted by these Bylaws and by statute, the Board may revise this percentage from time to time. The Bylaws - Page 3 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 15 of 65 Board shall have the option to waive the 50% minimum at the time of the meeting provided that at least twenty five percent (25%) of the total Votes are represented.
(c) Proxies. As set forth in Section 3.09 of these Bylaws, and so long as the use of proxies is consistent with the applicable statute, proxies and limited proxies may be used to establish a quorum for voting purposes.
(d) Action without Meeting. If permitted by the Board, the Members may approve the election of Board Members or other action by the Members by written or electronic ballot procedure, which may be conducted by mail, or by written consent without a meeting. Voting or consents shall be in accordance with these Bylaws and applicable statutes.
(e) Consistency. Except as specifically set forth in these Bylaws,
y mail, or by written consent without a meeting. Voting or consents shall be in accordance with these Bylaws and applicable statutes.
(e) Consistency. Except as specifically set forth in these Bylaws, notice, voting and quorum requirements for all actions to be taken by the Association shall be consistent with its Certificate of Formation and the Declaration, as the same may be amended from time to time.
Section 3.07. Annual Association Standard Meetings of Members. The first annual Association Standard Meeting of the Members shall be held within one (1) year after the date of incorporation of the Association. Thereafter, annual Association Standard Meetings shall be set by the Board so as to occur not later than ninety (90) days after the close of the Association's prior fiscal year. The time and place of all annual Association Standard Meetings shall be determined by the Board.
Unofficial Section 3.08. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting. Proxies shall be revocable and shall automatically cease upon conveyance by the Member of his Lot, or upon receipt by the Secretary of the Association of notice of the death or judicially declared incompetence of such Member. Unless otherwise provided in the proxy, no proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided therein, except that the maximum term of any proxy shall be three (3) years from the date of execution Section 3.09. Action Without Meeting By Written Ballot. If approved by the Board, any action which may be taken by the Members at any meeting, may be taken without a meeting
from the date of execution Section 3.09. Action Without Meeting By Written Ballot. If approved by the Board, any action which may be taken by the Members at any meeting, may be taken without a meeting if done in compliance with relevant provisions of the Texas Business Organizations Code, the Declaration, and these Bylaws.
ARTICLE IV BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE Section 4.01. Number and Selection. The affairs of this Association shall be managed by a Board of three (3) directors (herein, the "Board") which shall consist of at least three (3) persons elected at the annual meeting of the Association, or at a special meeting called for such purpose. Notwithstanding the foregoing provision or any provision in the Declaration to the contrary, Declarant will have the sole right to appoint and remove all members of the Board until Bylaws - Page 4 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 16 of 65 the 10th anniversary of the date the Declaration is recorded. Not later than the 10th anniversary of the date the Declaration is recorded, or sooner as determined by Declarant, the Board shall hold a meeting of Members of the Association for the purpose of electing one-third of the Board (the "Initial Member Election Meeting"), which Board member(s) must be elected by Owners other than the Declarant. Declarant shall continue to have the sole right to appoint and remove two-thirds of the Board from and after the Initial Member Election Meeting until expiration or termination of the Development Period.
Section 4.02. Removal. Declarant shall have the sole right to remove any member of the Board until the tenth anniversary date of the Declaration. After that date, any member of the
Development Period.
Section 4.02. Removal. Declarant shall have the sole right to remove any member of the Board until the tenth anniversary date of the Declaration. After that date, any member of the Board may be removed by a vote of no less than sixty percent (60%) of the members authorized to vote on such issue, whether documented at a scheduled meeting of the Association or by appropriate action taken without a meeting by written ballot.
Section 4.03. Vacancies. Vacancies on the Board due to death, resignation, or removal of a director shall be filled according to the requirements set forth in Section 4.01 and in the Declaration, and the replacement Board Member shall serve for the unexpired term of the director whose term has been vacated.
Section 4.04. Compensation and Loans.
No Board Member shall receive compensation for any service such Board Member may render to the Association. However, Board Members shall be reimbursed for actual expenses incurred in the performance of his or her duties of office. No loans may be made by the Association to any officer, member or director of the Association.
Unofficial Section 4.05. Proxies. At Board meetings, each Board Member may vote in person or by proxy if allowed by applicable statute. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting. Proxies shall be revocable and shall automatically cease upon the expiration of a Board Member's term, or upon death, resignation, or removal of a Board Member. Unless otherwise provided in the proxy, no proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided therein, except that the maximum term of any proxy shall be three (3) years from the date of execution.
ARTICLE V
r the expiration of eleven (11) months from the date thereof unless otherwise provided therein, except that the maximum term of any proxy shall be three (3) years from the date of execution.
ARTICLE V NOMINATION AND ELECTION OF BOARD MEMBERS Section 5.01. Election and/or Appointment of Board. The initial Board shall be as set forth in the Certificate of Formation of the Association. Any election and/or appointment required to fill any vacancy on the Board shall be conducted as provided in these Bylaws, whether by appointment by the Declarant or by election at the annual meeting of the Members of the Association. All vacant positions on the Board shall be filled at that election and/or appointment as set forth in Article IV herein.
Bylaws - Page 5 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 17 of 65 ARTICLE VI MEETINGS OF BOARD MEMBERS Section 6.01. Regular Meetings. Regular meetings of the Board shall be held annually at such place within the State of Texas, and at such hour as may be fixed from time to time by resolution of the Board. If the meeting date falls upon a Saturday, Sunday or legal holiday, then that meeting shall be held at the same time on the next day which is not a Saturday, Sunday or legal holiday. Notice of the agenda and place of meeting shall be delivered either personally, by mail, telephone, telegraph or facsimile communication equipment to the Board member not less than four (4) days prior to the meeting. However, notice of a meeting need not be given to Board members who have signed a waiver of notice or a written consent to the holding of the meeting.
Attendance in person at a meeting, except where such director attends for the express purpose o
to Board members who have signed a waiver of notice or a written consent to the holding of the meeting.
Attendance in person at a meeting, except where such director attends for the express purpose o objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened, shall constitute waiver of notice and such director's consent to the holding of said meeting. Participation by a director in a meeting by telephone or similar communication equipment shall constitute waiver of notice and attendance in person at such meeting.
Section 6.02. Special Meetings. Special meetings of the Board shall be held when called by written notice signed by the President or by any two (2) directors other than the President. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be sent to all directors by mail, telephone, telegraph or facsimile communication equipment not less than three (3) days prior to the scheduled time of the meeting, provided that notice of the meeting need not be given to Board members who have signed a waiver of notice of a written consent to the holding of the meeting.
An officer of the Association shall make reasonable efforts to notify all directors of the meeting by telephone. Attendance in person at a meeting, except where such director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened shall constitute waiver of notice and such director's consent to the holding of said meeting. Participation by a director in a meeting by telephone or similar communication equipment shall constitute waiver of notice and attendance in person at such meeting.
not
to the holding of said meeting. Participation by a director in a meeting by telephone or similar communication equipment shall constitute waiver of notice and attendance in person at such meeting.
not Section 6.03 Quorum. Two-thirds of the total number of directors constituting the Board shall constitute a quorum for the transaction of business. Every act performed or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 6.04. Open Meetings. All meetings of the Board shall be open to all Members, but Members other than directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board. The Board shall give written notice of the time and place of the meeting to all Members at least two (2) weeks prior to such meeting, and such notice shall include the agenda for the meeting. Such notice may be given electronically if permitted by applicable law and approved by no less than a majority of the Owners.
Section 6.05. Executive Session. The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote upon Bylaws - Page 6 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 18 of 65 personnel matters, litigation in which the Association is or may become involved, disciplinary matters, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
Section 6.06. Action Without Meeting and Telephone Meetings. The Board may take actions without a meeting if all of its members consent in writing to the action to be taken and
ounced in open session.
Section 6.06. Action Without Meeting and Telephone Meetings. The Board may take actions without a meeting if all of its members consent in writing to the action to be taken and may hold duly called meetings between directors by conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting shall constitute presence in person at such meeting except where a person participates in such meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
If the Board takes an action by written consent, an explanation of the action taken shall be sent by mail to all directors within three (3) days after the written consent of the directors has been obtained.
ARTICLE VII GENERAL POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 7.01. Powers and Duties. The affairs of the Association shall be conducted by the Board. In addition to the powers and duties enumerated in the Declaration, the Certificate of Formation, or elsewhere herein, and without miting the generality thereof, the Board, for the mutual benefit of the Members, shall have the powers and/or duties set forth in the Declaration and the Certificate of Formation, including the following powers and/or duties: Unofficial a) Enforce the Declaration, Certificate of Formation, and these Bylaws on behalf of the Members of the Association; Lots; Maintain a roster of information of all its Members, Owners and Review and monitor properties and proposed improvements to ensure compliance with the Declaration and the Design Code; Take remedial action against non-performing Members to protect
embers, Owners and Review and monitor properties and proposed improvements to ensure compliance with the Declaration and the Design Code; Take remedial action against non-performing Members to protect the Association Members, including, without limitation, the ability to impose fines against non-performing Members for violations of this Declaration or any Rules and Regulations adopted pursuant to the authority granted herein; Establish and administer annual budgets and collect Assessments from Owners; Bylaws - Page 7 f) Hold elections as established in these Bylaws; g) Maintain the Common Areas that are owned by the Association; 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 19 of 65 h) Draft and enact amendments to the Declaration as permitted in the Declaration, and to these Bylaws, to facilitate the efficient operation of the community formed on the Property and promote the highest standards of development and operation, with the understanding that no amendment to these Bylaws may amend the procedure for selection of the Board as provided in Section 4.01 hereof; i) Make changes that may be required to the Design Code to insure the proper management and maintenance of the Common Areas and the community formed on the Property; j) Negotiate to sell or lease commercial film and photography rights and to collect fees for the benefit of the Association; k) Commit the Association to financial obligations including loans, bonds, notes, deeds of trust, mortgages, or other financial instruments that accelerate capital expenditures in exchange for future assessments; 1) Grant material assistance to worthy and beneficial non-profit entities and to public entities, including but not limited to cash donations, where such
penditures in exchange for future assessments; 1) Grant material assistance to worthy and beneficial non-profit entities and to public entities, including but not limited to cash donations, where such entities provide a benefit to the Owners or to the community formed on the Property; m) Exercise all of the powers and privileges and to perform all of the Unofficial duties and obligations of the Association as set forth in the Declaration, Certificate of Formation, and these Bylaws; n) Acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association; Have and to exercise any and all powers, rights and privileges which a corporation organized under the BOC may now or hereafter have or exercise.
To execute all declarations of ownership for tax assessment purposes and to pay any and all real and personal property taxes and other charges or assessments assessed against the Common Areas, if any, unless the same are separately assessed to all or any of the Owners, in which event such taxes shall be paid by such q) To make such dedications and grant such easements, licenses, franchises and other rights, which in its opinion are necessary for street, right-of-way, utility, sewer, drainage and other similar facilities or video services, cable television services, security services, communication services and other similar services over the Common Areas to serve the Property or any part thereof; r) To contract for and maintain such policy or policies of insurance as may be required by the Declaration or as the Board deems necessary or desirable in Bylaws - Page 8 02713.059
r any part thereof; r) To contract for and maintain such policy or policies of insurance as may be required by the Declaration or as the Board deems necessary or desirable in Bylaws - Page 8 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 20 of 65 furthering the purposes of and protecting the interest of the Association and its Members, and to adjust the amount, collect and use any insurance proceeds to repair damage or replace lost property owned by the Association, and if the proceeds are insufficient to repair damage or replace lost property owned by the Association, then after using any reserves for such repair, then to assess the Members in proportionate amounts to cover the deficiency as set forth in the Declaration; s) To enter into contracts for legal and accounting services, maintain one or more bank accounts, and generally, to have the powers necessary or incidental to the operation and management of the Association and the community formed on the Property; t) If, as and when the Board, in its sole discretion, deems it necessary it may, but shall not be obligated to, sue and defend in any court of law on behalf of the Association or one (1) or more of its Members; u) To establish and maintain a working capital and/or contingency fund in an amount to be determined by the Board; nofficial To delegate its powers and duties to committees, officers or employees as provided in these Bylaws, employ a manager or other persons and contract with independent contractors or managing agents who have professional experience to perform all or any part of the duties and responsibilities of the Association: w) To suspend the voting rights of any Owners who have failed to pay their assessments or who have otherwise violated the Declaration, these Bylaws or the
ties and responsibilities of the Association: w) To suspend the voting rights of any Owners who have failed to pay their assessments or who have otherwise violated the Declaration, these Bylaws or the rules and regulations of the Association; affairs; Bylaws, and To cause to be kept a complete record of all its acts and corporate To elect the officers of the Association, as provided in these Generally, to have the powers necessary or incidental to the operation and management of the Association and the Common Areas, if any, owned or managed by the Association.
Section 7.02 Additional Powers. To the extent permitted by governmental authorities, the Association may, but is not obligated to provide the following services or engage in the following activities through action taken by the Board, but shall have the additional powers set forth below: a) Maintain portions of the Property that are owned by a third party who intends to dedicate such property as Common Areas in the future provided the Board approves a separate contract for such third party maintenance. Properties maintained by Bylaws - Page 9 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 21 of 65 the Association that are not owned by the Association may be subject to an Individual Lot Assessment; b) Sponsor, promote or host festivals, parades, fairs or other special events, or grant permission for other third parties to do so and may, at the discretion of the Board, pay for such events from general funds established for such events or from specific Event Assessments adopted as provided herein; Amend the Rules and Regulations as required to meet the needs of the evolving membership and record Supplemental Declarations as may be required to effect such amendments;
adopted as provided herein; Amend the Rules and Regulations as required to meet the needs of the evolving membership and record Supplemental Declarations as may be required to effect such amendments; d) Monitor and review the development and maintenance of the infrastructure including water, sewer, irrigation systems, drainage, telephone, electricity, security, cable television or communication lines and other utility services, garbage and trash collection and disposal; Provide for insect and pest control, improvement of vegetation and wildlife conditions; forestry management, pollution and erosion controls; nofficial f) Provide for restricted or guarded entrances, traffic and parking regulation and security patrols within the Property, as may be adopted by the Board consistent with procedures required herein; g) Monitor and review the development and maintenance of transportation structures, landscape maintenance, recreation, sports, craft and cultural programs; Produce and distribute newsletters or other information services, utilizing such methods, including available electronic media, as may be determined by the Board; Maintain easement areas, public rights-of-way and other public or private properties located within reasonable proximity to the Property if its deterioration would affect the appearance of, or access to the Property, including without limitation the planting and maintenance of street trees; Provide for outdoor lighting, including lighting of Common Areas where appropriate, in addition to, or upgraded from, the lighting provided by the City or the appropriate utility; k) Provide any other service allowed by law to be provided by a property owners' association organized under Texas law;
or upgraded from, the lighting provided by the City or the appropriate utility; k) Provide any other service allowed by law to be provided by a property owners' association organized under Texas law; 1) Contract with any party for the performance of all or any portion of the management of the Association, its maintenance and repair obligations, or the Bylaws - Page 10 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 22 of 65 follows: provision of any services on competitive market terms; and ARTICLE VIII OFFICERS AND THEIR DUTIES Section 8.01. Enumeration of Officers. The officers of the Association shall be as (a) (b) (c) (d) A President, who shall at all times be a member of the Board; A Secretary, who may or may not be a member of the Board; A Treasurer, who may or may not be a member of the Board and Such other officers, who may or may not be members of the Board, as the Board may from time to time by resolution create.
Cia Section 8.02. Multiple Offices. The offices of President and Secretary may not be held by the same person.
Section 8.03.
Election of Officers.
its organizational meeting following the incorporation of the Association, the directors shall elect officers. Thereafter, the election of officers shall take place at the first meeting of the Board following each annual meeting of the Members.
Section 8.04. Term. The officers shall be elected annually by the Board and each shall hold office for one (1) year unless an officer shall sooner resign, be removed, or otherwise become disqualified to serve.
Section 8.05. Special Appointments. The Board may elect such other officers or appoint such other agents as the affairs of the Association may require, each of whom shall hold
e disqualified to serve.
Section 8.05. Special Appointments. The Board may elect such other officers or appoint such other agents as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 8.06. Resignation and Removal. Any officer may be removed from office by the Board with or without cause. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 8.07. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the replaced officer.
Section 8.08. Duties. The duties of the officers are as follows: (a) Bylaws Page 11 President. The President shall: (i) preside at all meetings of the 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 23 of 65 Board; (ii) see that orders and resolutions of the Board are carried out; (iii) sign all leases, mortgages, deeds and other written instruments; provided, however, that any duly authorized officer may sign checks and promissory notes; and (iv) shall perform such other duties as may be required by the Board.
(b) Vice President. If such office is established and filled by the Board, the Vice President shall: (i) act in the place and stead of the President in the event of the President's absence, inability or refusal to act; and (ii) shall exercise and discharge
lled by the Board, the Vice President shall: (i) act in the place and stead of the President in the event of the President's absence, inability or refusal to act; and (ii) shall exercise and discharge such other duties, and execute such documents or instruments, as may be required, authorized or approved by the Board.
(c) Secretary. The Secretary shall: (i) record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; (1) keep the corporate seal of the Association and affix it on all papers requiring said seal; (i) sorve notice of meetings of the Board and of the Members; (iv) keep appropriate current records showing the Members of the Association together with their addresses and (v) perform such other duties, and execute such documents of instruments, as may be required, authorized or approved by the Board.
(d) Treasurer.
The Treasurer shall: (i) receive and deposit in appropriate bank accounts all monies of the Association; (ii) disburse such funds as directed by resolution of the Board; (ii) maintain the financial records of the Association; and (iv) perform such other duties of a similar nature as may be required or approved by the Board.
nofficial ARTICLE IX CONTRACTS, CHECKS, FUNDS AND GIFTS Section 9.01. Contracts and Documents. The Board of Directors may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument or other document in the name of and on behalf of the Association. The authority may be general or confined to specific instances.
Section 9.02 Checks and Drafts. All checks, drafts or orders for the payment of
ocument in the name of and on behalf of the Association. The authority may be general or confined to specific instances.
Section 9.02 Checks and Drafts. All checks, drafts or orders for the payment of money notes or other evidences of indebtedness issued in the name of the Association shall be signed by the Officer or Officers, agent or agents of the Association and in the manner as shall from time to time be determined by resolution of the Board of Directors.
Section 9.03. Funds. All funds of the Association shall be deposited from time to time to the credit of the Association in the banks or other depositaries as the Board of Directors may select.
Section 9.04. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Association.
Bylaws - Page 2 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 24 of 65 ARTICLE X BOOKS AND RECORDS Section 10.01. Inspection by Members. The membership register, books of account and minutes of meetings of the Members, of the Board and of committees shall be made available for inspection and copying by any Member or by the Member's appointed representative, at any reasonable time and for a purpose reasonably related to the Member's interest, at the office of the Association or at such other place as the Board may designate.
Minutes of meetings may be published electronically if permitted by applicable law and approved by no less than a majority of the Owners.
Section 10.02. Rules for Inspection. The Board shall establish reasonable rules with respect to: (a) desiring to make the inspection; Notice to be given to the custodian of the records by the Member (b) made; and
2. Rules for Inspection. The Board shall establish reasonable rules with respect to: (a) desiring to make the inspection; Notice to be given to the custodian of the records by the Member (b) made; and Hours and days of the week when such an inspection may be (c) Payment of the cost of reproducing copies of requested documents.
Section 10.03. Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical property owned by the Association. The rights of inspection by a director includes the right to make extra copies of documents.
Unofficial ASSESSMENTS The provisions of Article 6 of the Declaration specifically set forth the rights, obligations and liabilities of the Association and its Members relative to the levy, collection and use of assessments and those provisions are incorporated herein by reference for all purposes. The Board shan determine the date and frequency of the payment of the assessments but such payment shall not be less than once per year.
ARTICLE XII INDEMNIFICATION Subject to the provisions of Chapter 8 of the Texas Business Organizations Code, the Association shall indemnify directors, officers, agents and employees as follows: Section 12.01. Extent.
(a) Statutorily Required Indemnification.
The Association shall indemnify its directors and officers against reasonable expenses incurred in connection with a proceeding in which the director or officer is named as a defendant or respondent Bylaws - Page 3 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 25 of 65 because he is or was a director or officer of the Association if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The Association
024 03:27 PM Page 25 of 65 because he is or was a director or officer of the Association if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The Association may, at the direction and in the sole discretion of the Board, pay for or reimburse the director or officer for the payment of his reasonable expenses in advance of the final disposition of the proceeding, provided that the Association receives in writing: (i) an affirmation by the director or officer of his good faith belief that he has met the standards of conduct necessary for indemnification under Chapter 8 of the Texas Business Organizations Code; and (ii) an undertaking by or on behalf of the director or officer to repay the amount paid or reimbursed if it is ultimately determined such standards of conduct have not been met.
(b) Permitted Indemnification. The Association, at the direction of and in the sole discretion of the Board, shall have the right, to such further extent as permitted by law, but not the obligation to indemnify any person who: (i) is or was a director, officer, employee, or agent of the Association; or while director, officer, employee, or agent of the Association, is or was serving at its request as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.
Section 12.02. Insurance. The Association may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at its request as a director, officer, partner,
surance or another arrangement on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at its request as a director, officer, partner, venturer, proprietor, trustee, employee agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture sole proprietorship, trust, employee benefit plan, or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Association would have the power to indemnify him against that liability pursuant to the provisions of the Texas Business Organizations Code. Furthermore, the Association may, for the benefit of persons indemnified by the Association: (i) create a trust fund; (ii) establish any form of self-insurance; (iii) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Association; or (iv) establish a letter of credit, guaranty, or surety arrangement.
ARTICLE XIII Uns by AMENDMENTS The Board may in its sole discretion, by majority vote, draft and enact amendments to these Bylaws or to the Certificate of Formation, but no amendment shall be valid unless approved Owners who have at least a Majority of the Votes of the Association.
Notwithstanding the foregoing, neither the Board nor the Owners shall have the right to amend the procedure for selection of members of the Board as provided in Section 4.01 hereof.
ARTICLE XIV MISCELLANEOUS Section 14.01. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation of the Association.
he Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation of the Association.
Bylaws - Page 4 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 26 of 65 STATE OF TEXAS COUNTY OF DALLAS This strument was acknowledged before me on the day of October, 2024, by Jack Murray, the Secretary of WILLOW GROVE COMMUNITY ASSOCIATION, INC., a Texas non-profit corporation, known to me to be the person who executed this instrument in the capacity and for the purposes therein stated.
Notary Public, State of Texas Section 14.02. Interpretation. In the case of any conflict between the Certificate of Formation and these Bylaws, the Certificate of Formation shall control; in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control; and in the case of any conflict between the Declaration and the laws of the State of Texas governing non-profit corporations, the laws of the State of Texas shall control; provided, however, to the extent reasonably practical, the Certificate of Formation, Bylaws and Declaration shall be construed and interpreted together as consistent and non-conflicting documents, such being the intent thereof.
CERTIFICATION I, the undersigned, am the duly elected and acting Secretary of WILLOW GROVE COMMUNITY ASSOCIATION, INC., a non-profit corporation, and I do hereby certify: That the within and foregoing Bylaws were adopted as the Bylaws of said Association as of September 11, 2023, that the same do now constitute the Bylaws of said Association, and that they have not been modified, amended nor rescinded.
IN WITNESS WHEREOF, I have hereunto subscribed my name as of (though not necessarily on) October 2024.
tute the Bylaws of said Association, and that they have not been modified, amended nor rescinded.
IN WITNESS WHEREOF, I have hereunto subscribed my name as of (though not necessarily on) October 2024.
nofficial CHELSEA COMMONS COMMUNITY ASSOCIATION, INC.
Texas non-profit corporation [SEAL] Bylaws - Page 5 02713.059 2024 - 2024000126927 10/15/2024 03:27 PM Page 27 of 65 1.
ATTACHMENT 3 CHELSEA COMMONS COMMUNITY ASSOCIATION, INC.
FINE AND ENFORCEMENT POLICY Background. Chelsea Commons is subject to that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions, recorded in the Official Public Records of Collin County, Texas, as the same may be amended and/or supplemented from time to time ("Declaration"). In accordance with the Declaration, Chelsea Commons Homeowners Association, Inc, a Texas non-profit corporation (the "Association"), was created to administer the terms and provisions of the Declaration. Unless the Declaration or applicable law expressly provides otherwise, the Association acts through a majority of its board of directors (the "Board") The Association is empowered to enforce the covenants, conditions and restrictions of the Declaration, Certificate, Bylaws, Community Manual, and any rules and regulations promulgated by the Association pursuant to the Declaration, as adopted and amended from time to time (collectively, the "Restrictions"), including the obligation of Owners to pay Assessments pursuant to the terms and provisions of the Declaration and the obligations of the Owners to compensate the Association for costs incurred by the Association for enforcing violations of the Restrictions.
nofficial The Board hereby adopts this Fine and Enforcement Policy (this "Policy") to establish
sate the Association for costs incurred by the Association for enforcing violations of the Restrictions.
nofficial The Board hereby adopts this Fine and Enforcement Policy (this "Policy") to establish equitable policies and procedures for the levy of fines within the Association in compliance with Chapter 209 of the Texas Property Code, titled the "Texas Residential Property Owners Protection Act," as it may be amended (the "Act"). To the extent any provision within this Policy is in conflict with the Act or any other applicable law such provision shall be modified to comply with the applicable law.
Terms used in this Policy, but not defined, shall have the meaning subscribed to such term in the Restrictions.
2. Policy The Association uses fines to discourage violations of the Restrictions, and to encourage compliance when a violation occurs - not to punish violators or generate revenue for the Association. Although a fine may be an effective and efficient remedy for certain types of violations or violators, it is only one of several methods available to the Association for enforcing the Restrictions. The Association's use of fines does not interfere with its exercise of other rights and remedies for the same violation.
Owners Liability. An Owner is liable for fines levied by the Association for violations of the Restrictions by the Owner and the relatives, guests, employees, and agents of the Owner and residents. Regardless of who commits the violation, the Association may direct all communications regarding the violation to the Owner.
4. Amount. The Association may set fine amounts on a case-by-case basis, provided the fine is reasonable in light of the nature, frequency, and effects of the violation. The Association
to the Owner.
4. Amount. The Association may set fine amounts on a case-by-case basis, provided the fine is reasonable in light of the nature, frequency, and effects of the violation. The Association may establish a schedule of fines for certain types of violations. The amount and cumulative total of a fine must be reasonable in comparison to the violation and should be uniform for similar violations of the same provision of the Restrictions. If the Association allows fines to accumulate, CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 3: FINE AND ENFORCEMENT POLICY - Page 1 2024 - 2024000126927 10/15/2024 03:27 PM Page 28 of 65 the Association may establish a maximum amount for a particular fine, at which point the total fine will be capped. The initial schedule of fines adopted by the Association is attached hereto as Exhibit A.
5.
Violation Notice. Before the Association may suspend an owner's right to use a common area, file a suit against an owner other than a suit to collect a Regular or Special Assessment, or foreclose under an Association's lien, charge an Owner for property damage, or levy a fine for a violation of the Restrictions, the Association or its agent shall give written notice by certified mail and Verified Mail (as defined in Bylaws) to the Owner at the Owner's last known address as shown on the Association's records. The Association's written violation notice will contain the following items: (1) the date the violation notice is prepared or mailed; (2) a description of the violation or property damage that is the basis for the suspension action, charge, or fine and state any amount due to the Association from the Owner; (3) a reference to the rule on provision
on of the violation or property damage that is the basis for the suspension action, charge, or fine and state any amount due to the Association from the Owner; (3) a reference to the rule on provision that is being violated; (4) a description of the action required to cure the violation, if the folation is of a curable nature and does not pose a threat to public health or safety; (5) a deadline by which the violation is required to be cured to avoid the fine or suspension, if the violation is of a curable nature and does not pose a threat to public health or safety; (6) the amount of the fine; and (7) statement that the Owner (A) is entitled to a reasonable period to cure the violation and avoid the fine or suspension if the violation is of a curable nature and does not pose a threat to public health or safety, (B) may request a hearing pursuant to Section 209.007 of the Texas Property Code on or before the thirtieth (30 th) day after the date the notice was mailed to the Owner, (C) may have special rights or relief related to the enforcement action under federal law, including the Servicemembers Civil Relief Act (50 U.S.app. section et seq). If the Owner is serving on active military duty, and (D) if the hearing held pursuant to Section 209.007 of the Texas Property Code is to be held by a committec appointed by the Board, a statement notifying the Owner that he or she has the right to appeal the committee's decision to the Board by written notice to the Board.
The notice sent out pursuant to this paragraph is further subject to the following: a.
Foreclosure and Injunctive Relief. The notice and the Owner's opportunity to exercise rights available under this Section 5 shall not apply to a violation if the
s further subject to the following: a.
Foreclosure and Injunctive Relief. The notice and the Owner's opportunity to exercise rights available under this Section 5 shall not apply to a violation if the Association files a suit secking a temporary restraining order or temporary injunctive relief or files a suit that includes foreclosure as a cause of action. Any such suits filed shall be subject to Sections 209.007(d) and other applicable provisions of the Act and applicable law.
Un b.
Opportunity to Cure. The deadline set forth in the notice by which the Owner must cure the violation must provide a reasonable period to cure the violation if the violation is of a curable nature and does not pose a threat to public safety. If the Owner cures the violation by the deadline specified in the notice, a fine shall not be assessed for the violation.
C. Repeat Violation. The Owner shall not be entitled to notice or the opportunity to exercise its rights available under this Section 5 in connection with any violation for which the Owner has been previously given notice in accordance with this Section 5 and the opportunity to exercise any rights available under this Section 5 in the preceding six (6) months. The Board may assess fines against an Owner committing repeated violations, with the amount of each fine increasing for each CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 3: FINE AND ENFORCEMENT POLICY - Page 2 2024 - 2024000126927 10/15/2024 03:27 PM Page 29 of 65 6.
d.
e.
repeated violation, as set forth in the Schedule of Fines attached hereto as Exhibit A.
Continuous Violation. After an Owner entitled to notice has been notified of a violation as set forth herein and assessed a fine for a violation, in the amounts set
Fines attached hereto as Exhibit A.
Continuous Violation. After an Owner entitled to notice has been notified of a violation as set forth herein and assessed a fine for a violation, in the amounts set forth in the Schedule of Fines attached hereto as Exhibit A, the Board, in its solc discretion, may determine that such a circumstance is a continuous oration which warrants a levy of a fine based upon a daily, monthly, or quarterly amount as determined by the Board.
Threat to Public Health or Safety; Uncurable Violations. For purposes of this Section 5: 1.
2.
A violation is considered a "threat to public health or safety" if the violation could materially affect the physical health or safety of an ordinary resident.
official A violation is considered "uncurable" if the violation has occurred but is not a continuous action or a condition capable of being remedied by affirmative action. For purposes of this subsection, the non repetition of a one-time violation or other violation that is not ongoing is not considered an adequate remedy. The following are examples of acts considered uncurable for purposes hereof: (A) shooting fireworks; (B) an act constituting a threat to health or safety; (C) a noise violation that is not ongoing; (D) property damage, including the removal or alteration of landscape; and (✓) holding a garage sale or other event prohibited by the Restrictions. The following are examples of acts considered curable for purposes hereof: (W) a parking violation; (X) a maintenance violation; (Y) the failure to construct improvements or modifications in accordance with approved plans and specifications; and (Z) an ongoing noise violation such as a barking dog.
Violation Hearing. If the Owner is entitled to an opportunity to cure the violation,
ons in accordance with approved plans and specifications; and (Z) an ongoing noise violation such as a barking dog.
Violation Hearing. If the Owner is entitled to an opportunity to cure the violation, the Owner has the right to submit a written request to the Association for a hearing before the Board of a committee appointed by the Board to discuss and verify the facts and resolve the matter.
To request a hearing, the Owner must submit a written request (the "Request") to the Association's Manager (or the Board if there is no Manager) within thirty (30) days after the violation notice was mailed to the Owner. The Association must then hold the hearing requested no later than thirty (30) days after the Board receives the Request. The Board must notify the Owner of the date, time, and place of the hearing at least (10) days' before the date of the hearing. The hearing will be scheduled to provide a reasonable opportunity for both the Board and the Owner to attend. The Board or the Owner may request a postponement, and if requested, a postponement shall be granted for a period of not more than ten (10) days. Additional postponements may be granted by agreement of the parties. Notwithstanding the foregoing, the Association may exercise its other rights and remedies as set forth in Section 209.007(d) and (e) of the Texas Property Code. Any hearing before the Board will be held in a closed or executive session of the Board. At the hearing, the Board will consider the facts and circumstances surrounding the violation. The Owner shall attend the hearing in person, but may be represented by another person (i.e., attorney) during the CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 3: FINE AND ENFORCEMENT POLICY - Page 3 2024 - 2024000126927 10/15/2024 03:27 PM Page 30 of 65
be represented by another person (i.e., attorney) during the CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 3: FINE AND ENFORCEMENT POLICY - Page 3 2024 - 2024000126927 10/15/2024 03:27 PM Page 30 of 65 hearing, upon advance written notice to the Board. If an Owner intends to make an audio recording of the hearing, such Owner's request for hearing shall include a statement noticing the Owner's intent to make an audio recording of the hearing, otherwise, no audio or video recording of the hearing may be made, unless otherwise approved by the Board. The minutes of the hearing must contain a statement of the results of the hearing and the fine, if any, imposed. A copy of the violation notice and request for hearing should be placed in the minutes of the hearing. If the Owner appears at the meeting, the notice requirements will be deemed satisfied. Unless otherwise agreed by the Board, each hearing shall be conducted in accordance with the agenda attached hereto as Exhibit B.
7. Levy of Fine. Any fine levied shall be reflected on the Owner's periodic statements of account or delinquency notices.
8.
Collection of Fines. The Association is not entitled to collect a fine from an Owner entitled to notice and an opportunity to be heard unless the Association has given such Owner notice and an opportunity to be heard pursuant to Section 209.006 and Section 209.007 of the Texas Property Code. The Association may not foreclose its assessment lien on a debt consisting solely of fines.
9.
Assessment Collection Policy. This Policy is intended to be harmonious with the Assessment Collection Policy promulgated by the Board and recorded with the Official Public Records of Collin County, Texas, as same may be amended from time to time; provided, however,
nious with the Assessment Collection Policy promulgated by the Board and recorded with the Official Public Records of Collin County, Texas, as same may be amended from time to time; provided, however, in the event of, and to the extent of, a conflict between this Rolicy and the Assessment Collection Policy, the Assessment Collection Polity shall control.
Unofficial 10. Amendment of Policy. This Policy may be revoked or amended from time to time by the Board. This Policy will remain effective until the Association records an amendment to this Policy in the Collin County, Texas Official Public Records.
Signature page follows.] CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 3: FINE AND ENFORCEMENT POLICY - Page 4 2024 - 2024000126927 10/15/2024 03:27 PM Page 31 of 65 By signing below, the undersigned certifies that the Board adopted this Policy and instructed the undersigned to execute this Policy and effect its recording on behalf of the Association.
Signed on this 15 day of August , 2024.
CHELSEA COMMONS COMMUNITY ASSOCIATION, INC., a Texas non-profit corporation By: STATE OF TEXAS COUNTY OF DALLAS со сос со BEFORE ME, the undersigned authority, Jack Murray, this day personally appeared President of Chelsea Commons Community Association, Inc., a Texas nonprofit corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and as the act and deed of said corporation and in the capacity therein stated.
2024.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, on this 15 day of Avport Unofficial Notary Public, State of Texas ERIC SPENCER DAHLBERG My Notary ID # 124183917 Expires April 15, 2026 CHELSEA COMMONS COMMUNITY MANUAL
DER MY HAND AND SEAL OF OFFICE, on this 15 day of Avport Unofficial Notary Public, State of Texas ERIC SPENCER DAHLBERG My Notary ID # 124183917 Expires April 15, 2026 CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 3: FINE AND ENFORCEMENT POLICY – Page 5 2024 - 2024000126927 10/15/2024 03:27 PM Page 32 of 65 Repeat Violation: 1st Notice (No Right to Cure) 2nd Notice (No Right to Cure) 3rd Notice (No Right to Cure) 4th Notice (No Right to Cure).
FINES: New Violation: Notice of violation and Right to Cure* EXHIBIT A TO FINE AND ENFORCEMENT POLICY SCHEDULE OF FINES The Board has adopted the following general schedule of fines. The number of notices set forth below does not mean that the Board is required to provide each notice prior to exercising additional remedies as set forth in the Restrictions. The Board may elect to purse such additional remedies at any time in accordance with applicable law. The Board also reserves the right to set fine amounts on a case-by-case basis, provided the fine is reasonable in light of the nature, frequency, and effect of the violation: Unofficia *Provided the violation is of a curable nature and does not pose a threat to public health or safety Amount TBD $125.00 CHELSEA COMMONS COMMUNITY MANUAL ATTACHMENT 3: FINE AND ENFORCEMENT POLICY - Page 6